Assessing Canada’s Regulatory Response to the <i>Sarbanes-Oxley Act of 2002</i>: Lessons for Canadian Policy Makers

Abstract

The article sets out to show that by adopting the Sarbanes-Oxley Act of 2002 together with other rules of the United States corporate governance regime, Canadian securities regulators moved away from a Canadian, principles-based approach, and not necessarily for the better. It does so by first discussing the unique characteristics of the Canadian capital markets and providing a thorough background into Canada’s corporate governance regime. It then highlights the main provisions of the Act, describes the ensuing debate in Canada, and critically examines Canada’s corresponding regulatory action — the introduction of four rules and a policy. The article asserts that the Sarbanes-Oxley Act of 2002 was an inappropriate model to take for the regulators and recommends a re-evaluation of the perceived need to harmonize with the United States in the area of corporate governance.